Compliance with Legal, Insurance and Contractual Requirements. (a) Subject to Borrower’s right to contest as set forth in Section 5.8 hereof, Borrower, at its sole cost and expense, shall comply and cause compliance of the Premises and the construction, use, occupancy, possession, operation, management, maintenance and ownership thereof, with all Legal Requirements in all material respects and all Insurance Requirements, whether or not compliance therewith shall require changes in, or interfere with the use and enjoyment of, the Premises or any part thereof. Borrower shall preserve and maintain all of its rights, privileges and Operating Permits necessary to fully operate, use and occupy the Premises in accordance with Section 5.2 hereof. Agent shall not have any obligation or responsibility whatsoever for any matter incident to the Premises or the maintenance and operation of the Premises. Borrower agrees that all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or other actions with respect to or by, any Governmental Authorities required for the use, operation, occupancy and maintenance of the Premises and otherwise in connection with the carrying out or performance of any of the transactions required or contemplated hereby or thereby (other than routine construction and occupancy permits which are not appropriate or necessary for the stages of construction in question) shall be obtained when required.
(b) Borrower shall comply in all material respects with all of its covenants, obligations, agreements and undertakings under the Premises Documents, the Permitted Encumbrances, the Material Operating Agreements and each other agreement to which Borrower is a party or by which the Mortgaged Property is bound, and make all reasonable efforts to secure the performance of the obligations of the other parties thereto in all material respects and to enforce its rights thereunder. Borrower shall keep in full force and effect and not terminate, cancel, surrender, modify, amend or enter into any agreement in substitution for any Permitted Encumbrance or any Premises Document, in each case without the prior consent of Agent, other than any termination arising out of a default by the other party thereto and the termination thereof would be commercially reasonable and in the ordinary course of business (but excluding Premises Documents and Permitted Encumbrances which benefit the Premises). Borrower shall keep in full force and effect and not terminate, cancel, surrender, modify, a...
Compliance with Legal, Insurance and Contractual Requirements. (a) Subject to Loan Parties’ right to contest as set forth in Section 6.8, Loan Parties, at their sole cost and expense, shall in all material respects comply and cause compliance of the Premises and the construction, use, occupancy, possession, operation, management, maintenance and ownership thereof, in all material respects of all Legal Requirements and all Insurance Requirements whether or not compliance therewith shall require changes in, or interfere with the use and enjoyment of, the Premises or any part thereof. In furtherance of the foregoing, but subject to Loan Parties’ right to contest as set forth in Section 6.8, Loan Parties, at their sole cost and expense, shall cause all of the property violations existing on the date hereof to be remedied and/or satisfied on or before the date which is three (3) months from the Closing Date and shall provide to Agent copies of updated property violation searches which shall show no open violations at the Premises; provided, further, that such three (3) month period shall be deemed extended for so long as shall be required by Loan Parties in the exercise of due diligence to cure such violations, but in no event shall such three (3) month period be so extended to be a period in excess of six (6) months from the Closing Date with respect to any material violations. Subject to Loan Parties’ rights under Section 6.8, Loan Parties shall preserve and maintain all of their material rights, privileges, licenses and Operating Permits necessary to operate the Premises in accordance with Section 6.2 hereof. Agent shall not have any obligation or responsibility whatsoever for any matter incident to the Premises or the maintenance and operation of the Premises. Subject to Loan Parties’ right to contest Legal Requirements in accordance with Section 6.8, Loan Parties agree that all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or other actions with respect to or by, any Governmental Authorities required for the operation and maintenance of the Premises will be obtained when required, except where the failure to obtain is not reasonably likely to have a Material Adverse Effect.
(b) Each Loan Party, at its sole cost and expense, shall comply with all of its material covenants, obligations, agreements and undertakings under the Premises Documents, the Permitted Encumbrances and the Material Operating Agreements to the extent that failure to comply is reasonably likely to re...
